Re Genesis Asia Pacific: Recognition of Foreign Representative in Cross-Border Insolvency

The High Court of Singapore addressed originating applications by Genesis Asia Pacific Pte Ltd, Genesis Global Holdco, LLC, and Genesis Global Capital, LLC, seeking recognition of their Chapter 11 proceedings under the US Bankruptcy Code as foreign main proceedings or foreign non-main proceedings. The court granted recognition of Genesis Asia Pacific Pte Ltd's appointment as the foreign representative of each of the Applicant Companies, subject to a reporting requirement. The court considered whether a corporate entity can be a foreign representative and whether a debtor can be its own foreign representative.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Recognition granted to Genesis Asia Pacific Pte Ltd as the foreign representative of the Applicant Companies, subject to a reporting requirement.

1.3 Case Type

Insolvency

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore court considers recognizing a corporate entity as a foreign representative in cross-border insolvency proceedings, addressing potential conflicts of interest.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Genesis Global Capital LLCApplicantCorporationChapter 11 Proceedings recognised as foreign main proceedingsWon
Genesis Asia Pacific Pte LtdApplicantCorporationRecognition granted as foreign representativeWon
Genesis Global Holdco, LLCApplicantCorporationChapter 11 Proceedings recognised as foreign main proceedingsWon

3. Judges

Judge NameTitleDelivered Judgment
Aedit AbdullahJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Yeoh Tze NingAllen & Gledhill LLP
Jo Tay Yu XiAllen & Gledhill LLP
Alexander Lawrence YeoAllen & Gledhill LLP

4. Facts

  1. Genesis Asia Pacific Pte Ltd, Genesis Global Holdco, LLC, and Genesis Global Capital, LLC commenced Chapter 11 proceedings in the US.
  2. Genesis Asia Pacific Pte Ltd sought recognition of the Chapter 11 proceedings in Singapore.
  3. Genesis Asia Pacific Pte Ltd sought recognition as the foreign representative of the Applicant Companies.
  4. The US Bankruptcy Court authorized Genesis Asia Pacific Pte Ltd to act as the foreign representative.
  5. The Applicant Companies are involved in cryptocurrency dealings.
  6. Holdco and GGC provide lending and borrowing, spot trading, derivatives and custody services for both digital assets and fiat currencies.
  7. Holdco and GGC were incorporated in Delaware, while GAP was incorporated in Singapore as a wholly-owned subsidiary of Holdco.

5. Formal Citations

  1. Re Genesis Asia Pacific Pte Ltd (in its capacity as a foreign representative for Genesis Asia Pte Ltd) and another and other matters, , [2023] SGHC 240

6. Timeline

DateEvent
United Nations Commission on International Trade Law Model Law on Cross-Border Insolvency adopted.
Insolvency, Restructuring and Dissolution Act 2018 enacted in Singapore.
Order made by the US Bankruptcy Court authorizing GAP to act as foreign representative.
Hearing of the Applicant Companies.
Judgment reserved.
Judgment delivered.

7. Legal Issues

  1. Recognition of Foreign Representative
    • Outcome: The court held that a corporate entity can be recognised as a foreign representative and that a debtor can be its own foreign representative, subject to a reporting requirement.
    • Category: Substantive
    • Sub-Issues:
      • Whether a corporate entity can be a foreign representative
      • Whether a debtor can be its own foreign representative

8. Remedies Sought

  1. Recognition of Chapter 11 Proceedings as foreign main proceedings
  2. Recognition of Chapter 11 Proceedings as foreign non-main proceedings
  3. Recognition of Genesis Asia Pacific Pte Ltd as the foreign representative

9. Cause of Actions

  • No cause of actions

10. Practice Areas

  • Insolvency
  • Restructuring

11. Industries

  • Cryptocurrency
  • Financial Services

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Tan Cheng Bock v Attorney-GeneralCourt of AppealYes[2017] 2 SLR 850SingaporeCited for the principle of statutory interpretation.
Re Tantleff, AlanHigh CourtYes[2023] 3 SLR 250SingaporeCited regarding the use of the UNCITRAL Guide to Enactment in interpreting the Model Law.
Re Zetta Jet Pte Ltd and others (Asia Aviation Holdings Pte Ltd, intervener)High CourtYes[2019] 4 SLR 1343SingaporeCited regarding the use of the UNCITRAL Guide to Enactment in interpreting the Model Law.
In re Petition of Ernst & Young Inc, as Receiver of Klytie’s Developments, Inc, Klyties’ Developments, LLC, Efrat Friedman, and Hidai Friedman, Debtors in a Foreign ProceedingUS Bankruptcy CourtYes(2008) 383 BR 773United StatesCited for the proposition that a firm of accountants can be considered a 'person' and thus a foreign representative.
In re Oversight and Control Commission of Avánzit, SA, DebtorUS Bankruptcy CourtYes(2008) 385 BR 525United StatesCited for the proposition that a 'body' can be interpreted as an artificial person created by legal authority.
In re Cenargo International, PLC, et al, DebtorsUS Bankruptcy CourtYes(2003) 294 BR 571United StatesCited for the proposition that the definition of a 'foreign representative' includes a debtor-in-possession.
In re: Sergey Petrovich Poymanov, Debtor in a Foreign ProceedingUS Bankruptcy CourtYes(2017) 571 BR 24United StatesCited for the proposition that there is no requirement that a foreign representative satisfy a disinterested test or be free from conflict of interest.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Insolvency, Restructuring and Dissolution Act 2018Singapore
s 252(1) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 50(1) of the IRDASingapore
s 50(3) of the IRDASingapore
s 64(1) of the IRDASingapore
s 64(7) of the IRDASingapore
United States Bankruptcy Code 11 USCUnited States
Interpretation Act 1965Singapore
Section 2(1) of the Interpretation Act 1965Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Foreign representative
  • Chapter 11 Proceedings
  • Cross-border insolvency
  • Debtor-in-possession
  • Model Law
  • Insolvency practitioner

15.2 Keywords

  • Insolvency
  • Cross-border
  • Foreign representative
  • Singapore
  • Chapter 11
  • Cryptocurrency

17. Areas of Law

Area NameRelevance Score
Recognition of foreign representative95
Cross-Border Insolvency90
Restructuring and Dissolution80
Bankruptcy75
International Law60
Company Law40
Administrative Law30

16. Subjects

  • Insolvency
  • Cross-border insolvency
  • Recognition of foreign proceedings